Further Exception. Nothing in this clause shall entitle any Bank to compensation for any such increased cost, reduction, payment or foregone return which arises as a consequence of any law or regulation implementing the proposals as currently drafted for international convergence of capital measurement and capital standards published by the Basle Committee on Banking Regulations and Supervisory Practices in July 1988.

Further Exception. Nothing in this Section 15 shall prohibit a party from disclosing its own Confidential Information to third parties unless such information also constitutes Confidential Information of the other party hereunder or otherwise is contemplated to be kept as confidential in this Agreement or the Related Agreements.

Further Exception. Notwithstanding the foregoing, a party may disclose Confidential Information of the other party (a) to its attorneys, accountants and other professional advisors under an obligation of confidentiality to the other party, (b) to banks or other financial institutions or venture capital sources for the purpose of raising capital or borrowing money or maintaining compliance with agreements, arrangements and understandings relating thereto, and (c) to any Person who proposes to purchase or otherwise succeed (by merger, operation of law or otherwise) to all of a party's right, title and interest in, to and under this Agreement, if such Person agrees to maintain the confidentiality of such Confidential Information pursuant to a written agreement in form and substance reasonably satisfactory to the

Further Exception. 76 16.5 Mitigation..........................................................................77 17 Set-off and pro rata payments................................................................78 17.1 Set-off.............................................................................78 17.2 Pro Rata Payments...................................................................78 17.3 No release..........................................................................79 17.4 No charge...........................................................................79

Further Exception. Drivers employed on all runs over 150 miles, shall receive, in lieu of overtime, a bonus (see schedule below) per day for complete shifts worked between 12:00 midnight Friday and 7:00 p.m. Sunday or 7:00 p.m. on a Statutory General Holiday. This amount will increase, (listed below) on each anniversary date of the contract: July 1, 2012 - $58.10 July 1, 2013 - $58.10 July 1, 2014 - $58.46 Jan. 1, 2015 - $58.80 July 1, 2015 - $59.64 Jan. 1, 2016 - $60.48 July 1, 2016 - $62.24 Jan. 1, 2017 - $63.98 July 1, 2017 - $65.38 Jan. 1, 2018 - $66.78 13.3 All employees called into work Monday through Friday shall be guaranteed eight (8) hours pay at the regular rate of pay, except during the slack period, from the 1st day of December in any year until the 1st day of April in the succeeding year during which period such employees shall only be guaranteed five (5) hours pay at the regular rate of pay. All employees called into work on Saturday, Sunday and Statutory General Holidays shall be guaranteed four (4) hours pay at the appropriate rate of pay.

Further Exception. Nothing in this clause shall entitle any Lender to compensation for any such increased cost, reduction, payment or foregone return which arises as a consequence of (or of any law or regulation implementing) (i) the proposals for international convergence of capital measurement and capital standards published by the Basle Committee on Banking Regulations and Supervisory Practices in July 1988 and/or (ii) any applicable directive of the European Union (in each case) unless it results from any change in, or in the interpretation or application of, such proposals or any such applicable directive (or any law or regulation implementing the same) occurring after the date of this Agreement.

Related to Further Exception

Other Exceptions Notwithstanding any other provision of this Section 8.2, the confidentiality obligations of the Parties shall not apply to: (i) information which a restricted Party learns from a third party having the right to make the disclosure, provided the restricted Party complies with any restrictions imposed by the third party; (ii) information which is rightfully in the restricted Party’s possession prior to the time of disclosure by the protected Party and not acquired by the restricted Party under a confidentiality obligation; or (iii) information which enters the public domain without breach of confidentiality by the restricted Party.
Further Execution The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.
Further Effect The parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this Agreement, as long as the terms and provisions of the other documents are fully consistent with the terms of this Agreement.
¨ Check if Transfer is Pursuant to Other Exemption (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Dated: [Insert Name of Transferor] By: Name: Title: 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security. 2. After the transfer the Transferee will hold: (a) ¨ a beneficial interest in the: (i) ¨ 144A Global Security (CUSIP ), or (ii) ¨ Regulation S Global Security (CUSIP ), or (iii) ¨ Unrestricted Global Security (CUSIP ); or (b) ¨ a Restricted Definitive Security; or (c) ¨ an Unrestricted Definitive Security, in accordance with the terms of the Indenture. The ADT Corporation 0000 Xxxxxx Xxxx Xxxx Xxxxx, XX 00000 Attention: Treasury Department Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 608 – 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Attention: Corporate Trust Services Attention: Corporation Trust Services Re: [insert description of the Securities] Ladies and Gentlemen, Reference is hereby made to the Indenture, dated as of , among The ADT Corporation, a Delaware company (the “Company”), and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”) [as supplemented by that certain supplemental indenture dated as of ][and the Board Resolution adopted ] (together, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”), owns and proposes to exchange the Security or Securities or interest[s] in such Security or Securities specified herein, in the principal amount of $ in such Security or Securities or interest[s] (the “Exchange”). In connection with the Exchange, the Transferor hereby certifies that:
o Check if Transfer is Pursuant to Other Exemption (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the:
Other Exchanges In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise set forth in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (c) through (f), (h) and (i) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.
Enforceability; Severability If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.
Remedy Except as provided by the Act and this Agreement, arbitration will be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Act and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration.
Other Expenses 8.1 Taxi fare, bus tickets, conference registrations, parking, etc. must have a proper original receipt.
Enforceability, etc This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law.

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